Attached files
Exhibit 3.5(b)
AMENDED
CHARTER FOR THE
COMPENSATION
COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
NEWCARDIO,
INC.
As
of February 23, 2010
PURPOSE:
The
purpose of the Compensation Committee of the Board of Directors (the “Board”) of NewCardio, Inc.
(the “Company”) shall
be to:
·
|
oversee
the Company’s compensation policies, plans and benefits
programs;
|
·
|
assist
the Board in discharging its responsibilities relating to
(i) oversight of the compensation of the Company’s Chief Executive
Officer (the “CEO”) and other
executive officers (including officers who would report if required under
Section 16 of the Securities Exchange Act of 1934), and
(ii) approving and evaluating the executive officer compensation
plans, policies and programs of the
Company;
|
·
|
make
recommendations to the Board with respect to Board compensation;
and
|
·
|
assist
the Board in administering the Company’s equity compensation plans for its
employees.
|
The
compensation programs for the Company’s executive officers shall be
(i) designed to attract, motivate and retain talented executives
responsible for the success of the Company, (ii) determined within a
competitive framework and (iii) based on the achievement of the Company’s
overall financial results, individual contributions and a compensation
philosophy of “pay for performance”.
In
furtherance of these purposes, the Compensation Committee will undertake those
specific duties and responsibilities listed below and such other duties as the
Board may from time to time prescribe.
MEMBERSHIP:
The
Compensation Committee members shall be appointed by, and shall serve at the
discretion of, the Board. The Compensation Committee shall consist of
no fewer than two members of the Board. The Board may designate one
member of the Compensation Committee as its chair. The Compensation
Committee may form and delegate authority to subcommittees when
appropriate. Members of the Compensation Committee must meet the
following criteria:
·
|
the
independence requirements of the Nasdaq Stock Market, Inc. Listing Rules
(the “Nasdaq
Rules”) (including the 5000 series), and (ii) the rules of the
SEC (including Rule 10A-3);
|
·
|
the
non-employee director definition of Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended;
and
|
·
|
the
outside director definition of Section 162(m) of the Internal Revenue
Code of 1986, as amended.
|
1
RESPONSIBILITIES
AND DUTIES:
The
responsibilities and duties of the Compensation Committee shall
include:
Executive,
Director and Other Compensation
·
|
Annually
reviewing and approving for the CEO and the executive officers of the
Company: (i) the annual base salary, (ii) the annual incentive
bonus, including the specific goals and amount, (iii) equity
compensation, (iv) any employment agreement, severance arrangement
and change in control agreement/provision, (v) any signing bonus or
payment of relocation costs and (vi) any other significant benefits,
compensation or arrangements not available to employees
generally. One of the Compensation Committee’s objectives shall
be to use compensation to align the interests of the executive officers
with the long-term interests of the Company’s stockholders, thereby
incentivizing management to increase stockholder
value;
|
·
|
Reviewing
and approving corporate goals and objectives relevant to the compensation
of the CEO and the executive officers of the Company, evaluating
performance in light thereof, and considering factors related to the
performance of the Company, including accomplishment of the Company’s
long-term business and financial
goals;
|
·
|
Acting
as Administrator of the Company’s equity compensation plans for its
employees;
|
·
|
Providing
oversight of the Company’s overall compensation plans and benefits
programs and making recommendations to the Board with respect to
improvements or changes to such plans or the adoption of new plans when
appropriate;
|
·
|
Evaluating,
on a periodic basis, the competitiveness of (i) the compensation of
the CEO and the executive officers of the Company and (ii) the
Company’s overall compensation
plans;
|
·
|
Evaluating
director compensation, consulting with outside consultants and/or with the
management when appropriate, and making recommendations to the Board
regarding director compensation;
|
·
|
Reviewing
and making recommendations to the Board with respect to the Directors’
stock option grants under the Company’s equity compensation plans and any
proposed amendments thereto, subject to obtaining stockholder approval of
any amendments as required by the Preferred Stockholder agreements,
applicable law or, if applicable, the Nasdaq
Rules;
|
Related
Duties and Authority
·
|
Reviewing
its own charter and processes on an annual
basis;
|
·
|
Consulting
with the management and, when appropriate, with outside consultants to
assist in the evaluation of executive officer compensation and approving
the consultants’ fees and other retention terms. The
Compensation Committee may also obtain advice and assistance from internal
or external legal, accounting or other advisors;
and
|
·
|
If
required, reviewing and discussing with management the Company’s
Compensation Discussion and Analysis included in the Company’s annual
public filings, and producing a report on executive compensation for
inclusion in the Company’s annual public filings that complies with the
rules and regulations of the Securities and Exchange Commission and any
other applicable rules and
regulations.
|
2
MEETINGS:
The
Compensation Committee shall meet as often as may be deemed necessary or
appropriate, in its judgment, in order to fulfill its
responsibilities. The Compensation Committee may meet either in
person or telephonically, and at such times and places as the Compensation
Committee determines. The Compensation Committee may establish its
own meeting schedule, which it will provide to the Board. The
Compensation Committee may invite to its meetings other Board members, Company
management and such other persons as the Compensation Committee deems
appropriate in order to carry out its responsibilities. The CEO may
not be present during voting or deliberations regarding CEO
compensation.
MINUTES:
The
Compensation Committee shall maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the
Board.
REPORTS:
The
Compensation Committee shall make regular reports to the full Board on the
actions and recommendations of the Compensation Committee.
COMPENSATION:
Members
of the Compensation Committee shall receive such fees, if any, for their service
as Compensation Committee members as may be determined by the Board in its sole
discretion.
3